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ECOLAB INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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NOTICE 

PROXY STATEMENT SUMMARY 

VOTING PROCEDURES 

STOCKHOLDER ACCESS 

Communications with Directors 

Future Stockholder Proposals and Director Nomination Process 

New Director Selection Process 

SECURITY OWNERSHIP 

Certain Beneficial Owners 

Executive Officers and Directors 

CORPORATE GOVERNANCE 

Corporate Governance Materials and Code of Conduct 

Board Structure 

Board Leadership Structure 

Board’s Role on Risk Oversight 

Compensation Risk Analysis 

Director Attendance 

Board Committees 

DIRECTOR COMPENSATION FOR 2015 

Director Compensation Table 

Summary 

Stock Retention and Ownership Guidelines 

Changes Effective in 2016 

DIRECTOR INDEPENDENCE STANDARDS AND DETERMINATIONS 

“Independence” Standards 

“Independence” Determinations 

RELATED-PERSON TRANSACTIONS 

PROPOSAL 1: ELECTION OF DIRECTORS 

COMPENSATION COMMITTEE REPORT 

COMPENSATION DISCUSSION AND ANALYSIS 

Executive Summary 

Program Elements 

Compensation Philosophy 

Compensation Process 

Compensation Benchmarking 

Base Salaries 

Adjustments to Reported Financial Results 

Annual Cash Incentives 

Long-Term Equity Incentives 

Executive Benefits and Perquisites 

Executive Change-in-Control Policy 

Stock Retention and Ownership Guidelines 

Compensation Recovery 

Regulatory Considerations 

SUMMARY COMPENSATION TABLE FOR 2015 

GRANTS OF PLAN-BASED AWARDS FOR 2015 

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2015 

OPTION EXERCISES AND STOCK VESTED FOR 2015 

PENSION BENEFITS FOR 2015 

NON-QUALIFIED DEFERRED COMPENSATION FOR 2015 

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL 

EQUITY COMPENSATION PLAN INFORMATION 

AUDIT COMMITTEE REPORT 

AUDIT FEES 

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

PROPOSAL 3: APPROVAL OF AN AMENDMENT TO THE ECOLAB INC. 2001 NON-EMPLOYEE DIRECTOR STOCK OPTION AND DEFERRED COMPENSATION PLAN 

PROPOSAL 4: ADVISORY VOTE TO APPROVE THE COMPENSATION OF EXECUTIVES DISCLOSED IN THE PROXY STATEMENT 

PROPOSAL 5: STOCKHOLDER PROPOSAL REGARDING PROXY ACCESS 

OTHER MATTERS 

Proxy Solicitation Costs 

Section 16(a) Beneficial Ownership Reporting Compliance 

Householding Information 

Important Notice Regarding the Availability of Proxy Materials 

Voting by Plan Participants 

APPENDIX A: ECOLAB INC. 2001 NON-EMPLOYEE DIRECTOR STOCK OPTION AND DEFERRED COMPENSATION PLAN (AS AMENDED AND RESTATED EFFECTIVE AS OF AUGUST 1, 2013) DECLARATION OF AMENDMENT 

Sincerely,

Douglas M. Baker, Jr.

Chairman of the Board
and Chief Executive Officer

1.

To elect as Directors to a one-year term ending in 2017 the 15 nominees named in the Proxy Statement;

2.

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current year ending December 31, 2016;  

3.

To approve an amendment to the Ecolab Inc. 2001 Non-Employee Director Stock Option and Deferred Compensation Plan;

4.

To approve, on an advisory basis, the compensation of executives disclosed in the Proxy Statement;  

5.

To consider a stockholder proposal, if properly presented at the meeting, regarding proxy access; and

6.

To transact such other business as may properly come before our Annual Meeting and any adjournment or postponement thereof.

By Order of the Board of Directors

Executive Vice President, General Counsel and Secretary

March 21, 2016

Proposal

Board’s Voting Recommendation

Page Reference 

1. Election of Directors

FOR

2. Ratification of Independent Accountants

FOR

3. Amendment of Ecolab Inc. 2001 Non-Employee Director Stock Option and Deferred Compensation Plan

FOR

4. Advisory Vote to Approve Executive Compensation

FOR

5. Stockholder Proposal Regarding Proxy Access

AGAINST

Name of Director Nominee

Age

Years of Service

Occupation

Non-Independent Directors

Douglas M. Baker, Jr.

Chairman of the Board and Chief Executive Officer, Ecolab Inc.

Independent Directors

Barbara J. Beck

Chief Executive Officer, Learning Care Group, Inc.

Leslie S. Biller

Chief Executive Officer, Harborview Capital

Carl M. Casale

President and Chief Executive Officer, CHS Inc.

Stephen I. Chazen

Chief Executive Officer, Occidental Petroleum Corporation

Jeffrey M. Ettinger

Chairman of the Board and Chief Executive Officer, Hormel Foods Corporation

Jerry A. Grundhofer

Chairman Emeritus and retired Chairman of the Board, U.S. Bancorp

Arthur J. Higgins

Consultant, Blackstone Healthcare Partners

Michael Larson

Chief investment officer to William H. Gates III

Jerry W. Levin

Chairman of JW Levin Management Partners LLC

David W. MacLennan

Chairman and Chief Executive Officer, Cargill, Incorporated

Tracy B. McKibben

Founder and President, MAC Energy Advisors, LLC

Victoria J. Reich

Former Senior Vice President and Chief Financial Officer, Essendent Inc.

Suzanne M. Vautrinot

President, Kilovolt Consulting Inc.

John J. Zillmer

Retired President and Chief Executive Officer, Univar Inc.

·

We use different performance measures in our short-term and long-term incentive plans.

·

We have a balanced double-trigger change-in-control severance policy with no tax gross-ups.

·

We have robust stock ownership guidelines of 6 times salary for our CEO and 3 times salary for our other officers. 

·

Risk mitigation features in our compensation programs include varied and balanced performance targets, discretionary authority of the Compensation Committee to reduce award pay-outs, bonus caps at 200% of target and a claw-back policy.

·

We do not maintain employment agreements with any of our named executive officers.

·

All of our directors, with the exception of our CEO, are independent.

·

We have an independent Lead Director with substantial and clearly delineated authority.

·

We do not have a stockholder rights plan.

·

Each director serves a one-year term and stands for re-election at each annual meeting.

·

Directors elected in uncontested elections must receive a majority vote.  A director who fails to receive the required number of votes for election must tender his or her written resignation for consideration by the Board.

·

All of our named executive officers hold Ecolab common stock in excess of our stock ownership guidelines.

·

Meeting Time and Place – Thursday, May 5, 2016, at 10:00 a.m., in the Auditorium of the Landmark Center, 75 West 5th Street, Saint Paul, Minnesota 55102.

·

Purpose of the Meeting – is to vote on the following items:

1.

To elect as Directors to a one-year term ending in 2017 the 15 nominees named in this Proxy Statement;

2.

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current year ending December 31, 2016;  

3.

To approve an amendment to the Ecolab Inc. 2001 Non-Employee Director Stock Option and Deferred Compensation Plan;

4.

To approve, on an advisory basis, the compensation of executives disclosed in the Proxy Statement;

5.

To consider a stockholder proposal, if properly presented at the meeting, regarding proxy access; and

6.

To transact such other business as may properly come before our Annual Meeting and any adjournment or postponement thereof.

·

Record Date – The record date for determining the holders of Common Stock entitled to vote at our Annual Meeting is the close of business on March 8, 2016.  

·

Shares Entitled to Vote – As of March 8, 2016, the record date for the meeting, there were 293,636,755 shares of Common Stock outstanding. Each share of Common Stock is entitled to one vote. Common Stock held by Ecolab in our treasury is not counted in shares outstanding and will not be voted.

·

timely delivery of a valid, later-dated proxy, including a proxy given by telephone or Internet;

·

timely delivery of written notice to our Corporate Secretary before the Annual Meeting, stating that you have revoked your proxy; or

·

voting by ballot at our Annual Meeting.

·

to correspond with the Board’s Lead Director, please complete and submit the on-line “Contact Lead Director” form;

·

to report potential issues regarding accounting, internal controls and other auditing matters to the Board’s Audit Committee, please complete and submit the on-line “Contact Audit Committee” form; or

·

to make a stockholder recommendation for a potential candidate for nomination to the Board, please submit an e-mail to the Board’s Governance Committee, in care of our Corporate Secretary, at investor.info@ecolab.com.

·

Deadline for Inclusion in the Proxy Statement – All proposals, other than with respect to director nominees (as discussed below), to be considered by the Board for inclusion in the Proxy Statement and form of proxy for next year’s Annual Meeting of Stockholders expected to be held on May 4, 2017, must be received by the Corporate Secretary at our headquarters address, repeated at the top of page 4 of this Proxy Statement, no later than November 21, 2016.  

·

Deadline for Consideration – Stockholder proposals not included in a Company proxy statement for an annual meeting as well as proposed stockholder nominations for the election of directors for inclusion in the Company’s proxy statement and form of proxy at an annual meeting must each comply with advance notice procedures set forth in our By-Laws in order to

be properly brought before that annual meeting of stockholders. In general, written notice of a stockholder proposal or a director nomination must be received by the Corporate Secretary not less than 120 days nor more than 150 days prior to the anniversary date of the preceding annual meeting of stockholders. With regard to next year’s Annual Meeting of Stockholders, expected to be held on May 4, 2017, the written notice must be received between December 6, 2016 and January 5, 2017, inclusive.

·

Director Nomination Process – Our Board’s Governance Committee has, under its Charter, responsibility for director nominee functions, including review of any director nominee candidates recommended by stockholders. The Governance Committee has the following duties and authority:

-

Review and recommend to the Board of Directors policies for the composition of the Board, including such criteria as:

§

size of the Board;

§

diversity of gender, race, ethnicity, experience, employment, background and other relevant factors of Board members;

§

the proportion of the Board to be comprised of non-management directors;

§

qualifications for new or continued membership on the Board, including experience, employment, background and other relevant considerations; and 

§

director retirement requirements or standards.

-

Review any director nominee candidates recommended by stockholders.

-

Identify, interview and evaluate director nominee candidates and have sole authority to:

§

retain and terminate any search firm to be used to assist the Committee in identifying director candidates; and

§

approve the search firm’s fees and other retention terms.

-

Recommend to the Board:

§

the slate of director nominees to be presented by the Board for election at the Annual Meeting of Stockholders;

§

the director nominees to fill vacancies on the Board; and

§

the members of each Board Committee.

·

No more than three Board members will be from current management. These management members normally would be the Chief Executive Officer, the Chairman (if an employee of the Company and not the CEO) and the President (if an employee of the Company and not the CEO) but may be any other officer deemed appropriate by the Board;

·

It is desired that the members of the Board represent a geographical dispersion and variety of business disciplines so as to bring to the work of the Board a diversity of experience and background, with the predominance of members being chief or executive officers from different industries; and

·

A continuing effort is made to seek well-qualified women and minority group members for the Board, but these persons must be sought out and evaluated as individuals rather than as representatives of specific groups. The Board of Directors is committed to actively seeking out highly-qualified women and minority candidates for each search the Board undertakes. In identifying, evaluating and recommending director nominee candidates, the Committee will consider diversity of gender and ethnicity within the Board, the criteria set forth in the section above entitled “Director Nomination Process,” and such other factors as the Committee deems appropriate. The Board conducts a periodic review of its efforts to achieve such diversity among its members.  

Title of
Class

Name and Address
of Beneficial Owner

Amount and Nature
of Beneficial
Ownership

Percent of
Class (1)

Common

William H. Gates III

32,286,819 (2)

One Microsoft Way

Redmond, WA 98052

Common

The Vanguard Group

17,722,980 (3)

100 Vanguard Blvd.

Malvern, PA 19355

Common

BlackRock, Inc.

15,453,495 (4)

55 East 52nd Street

New York, NY 10022

(1)

The percent of class is based on the number of voting shares outstanding as of March 8, 2016.

(2)

This information is based on Amendment No. 5 to the Schedule 13D filed jointly with the SEC on May 7, 2012 by Cascade Investment, L.L.C., which we refer to as Cascade, William H. Gates III, whom we refer to as Mr. Gates, the Bill and Melinda Gates Foundation Trust, which we refer to as the Trust, and Melinda French Gates, whom we refer to as Mrs. Gates, and a Form 4 relating to Mr. Gates filed with the SEC on June 7, 2012. Mr. Gates reports that he has sole power to vote or direct the vote, and to dispose or to direct the disposition, of 27,920,394 shares of Ecolab Common Stock beneficially owned by Cascade, as the sole member of such entity. Additionally, the Schedule 13D reports that Mr. Gates and Mrs. Gates share the power to vote or direct the vote, and to dispose or to direct the disposition of, 4,366,425 shares of Ecolab Common Stock beneficially owned by the Trust, as co-trustees of such entity.

(3)

This information is based on Amendment No. 3 to the Schedule 13G filed on February 11, 2016 by The Vanguard Group, Inc., which we refer to as Vanguard. Vanguard reports that, as of December 31, 2015, they have sole power to vote or direct the vote of 501,330 shares, shared power to vote or direct the vote of 27,000 shares, sole power to dispose or to direct the disposition of 17,197,561 shares and shared power to dispose or direct the disposition of 525,419 shares of Ecolab Common Stock.

(4)

This information is based on Amendment No. 1 to the Schedule 13G filed on February 10, 2016 by BlackRock, Inc. (“BlackRock”). BlackRock reports that, as of December 31, 2015, they have sole power to vote or direct the vote of 13,059,396 shares, and sole power to dispose or to direct the disposition of 15,453,495 shares of Ecolab Common Stock.

Name of Beneficial Owner

Amount and Nature of
Beneficial Ownership

Percentage of
Outstanding Shares
Beneficially Owned

Named Executive Officers

Douglas M. Baker, Jr. (Chief Executive Officer)

(1)(2)(4)

*

Daniel J. Schmechel (Chief Financial Officer)

(1)(2)

*

Thomas W. Handley

(1)(2)(4)

*

Michael A. Hickey

(1)(2)

*

Christophe Beck

(1)(2)

*

Directors and Nominees

Barbara J. Beck

(2)(3)

*

Leslie S. Biller

(2)(3)

*

Carl M. Casale

(2)(3)

*

Stephen I. Chazen

(2)(3)

*

Jeffrey M. Ettinger

(2)(3)

*

Jerry A. Grundhofer

(2)(3)(4)

*

Arthur J. Higgins

(2)(3)

*

Joel W. Johnson

(2)(3)(4)

*

Michael Larson

(2)(3)(5)

*  

 (5)

Jerry W. Levin

(2)(3)

*

Robert L. Lumpkins

(2)(3)(4)

*

David W. MacLennan

(2)(3)(4)

*

Tracy B. McKibben

(2)(3)

*

Victoria J. Reich

(2)(3)(4)

*

Suzanne M. Vautrinot

(2)(3)

*

John J. Zillmer

(2)(3)

*

Current Directors and Executive Officers as a Group (30 persons)

(4)(5)

%  (4)(5)

(1)

Includes the following shares held by officers in the Ecolab Savings Plan and ESOP for Traditional Benefit Employees as of the last Plan report: Mr. Baker, 9,989; Mr. Schmechel, 5,133; Mr. Handley, 1,016;  Mr. Hickey, 7,219;  and Mr. Beck, 2,012.

(2)

Includes the following shares which could be purchased under Company-granted stock options within 60 days from March 8, 2016 including, in the case of retirement-eligible officers, options vesting upon retirement from the Company: Mr. Baker, 1,228,689; Mr. Schmechel, 183,708; Mr.  Handley, 264,425; Mr. Hickey, 167,777; Mr. Beck, 152,077; Ms. Beck, 30,500; Mr.  Biller, 38,800; Mr. Casale, 5,600; Mr. Chazen, 7,800;  Mr. Ettinger, 2,200; Mr.  Grundhofer, 15,800; Mr. Higgins, 20,300; Mr.  Johnson, 38,800; Mr. Larson, 12,300; Mr.  Levin, 4,600; Mr.  Lumpkins, 38,800;  Mr. MacLennan, 0; Ms. McKibben, 2,600; Ms. Reich, 22,500; Ms. Vautrinot, 5,100; and Mr. Zillmer, 34,000.

(3)

Includes the following interests in stock units under our 2001 Non-Employee Director Stock Option and Deferred Compensation Plan: Ms. Beck, 18,221; Mr. Biller, 31,649; Mr. Casale, 1,609; Mr. Chazen, 3,471;  Mr. Ettinger, 1,188; Mr. Grundhofer, 45,624; Mr. Higgins, 12,314; Mr. Johnson, 50,782; Mr. Larson, 3,033; Mr. Levin, 31,278; Mr. Lumpkins, 30,740;  Mr. MacLennan, 68; Ms. McKibben, 750; Ms. Reich, 14,244; Ms. Vautrinot, 1,448; and Mr. Zillmer, 7,999. The stock units are Common Stock equivalents which may not be voted or transferred. They are included in the table because in certain circumstances they will be paid in the form of Common Stock within 60 days after a director leaves the Board.

(4)

Beneficial ownership includes 19,215 shares held by or on behalf of family members of certain directors or executive officers. Includes 4,297 shares of Mr. Grundhofer and 41,235 shares of Mr. Johnson, indirectly held in foundations by those respective persons in which they have no economic interest but have voting authority and/or power of disposition; 72,500 shares of Mr. Baker, 70,952 shares of Mr. Handley, 10,604 shares of Mr. Johnson, 28,858 shares of Mr. Lumpkins, 5,685 shares of Mr. MacLennan and 1,000 shares of Ms. Reich held in trusts over which they or an immediate family member have voting authority and/or power of disposition; 32,640 shares held for executive officers in Company-sponsored employee benefit plans as of the last plan reports; and 3,318,855 shares to which these persons have the right to acquire beneficial ownership within 60 days of March 8, 2016 including, in the case of retirement-eligible officers, options vesting upon retirement from the Company.

(5)

Mr. Larson is the Business Manager of Cascade Investment, L.L.C. (“Cascade”), an entity owned by William H. Gates III, and the chief investment officer for Mr. Gates. As the Business Manager of Cascade,  Mr. Larson has voting and investment power with respect to 27,920,394 shares of Ecolab Common Stock held by Cascade, and as the chief investment officer for Mr. Gates, he has voting and investment power with respect to 4,366,425 shares of Ecolab Common Stock held by the Bill & Melinda Gates Foundation Trust (the “Trust”).  Mr. Larson disclaims beneficial ownership of any shares held by Cascade or the Trust.

·

presiding over meetings of the board at which the Chairman is not present, including executive sessions of the independent directors;

·

acting as a liaison between the Chairman and the independent directors;

·

reviewing and approving information sent to the Board;

·

reviewing and approving meeting agendas for the Board;

·

reviewing and approving meeting schedules to assure that there is sufficient time for discussion of all agenda items;

·

at the discretion of the Lead Director, calling meetings of the independent directors; and

·

if requested by significant stockholders, ensuring that he or she is available for consultation and direct communication.

·

Audit Committee – The Audit Committee members are Mses. McKibben, Reich (Vice Chair) and Vautrinot and Messrs. Casale, Chazen, Johnson (Chair),  Lumpkins and MacLennan. The Committee met six times during 2015. In addition, either the full Audit Committee or the Committee Chair, as representative of the Committee (and at their election the other members of the Audit Committee), discussed the interim financial information contained in each quarterly earnings announcement for the first three calendar quarters of 2015 with our Chief Financial Officer, Controller and Assistant Controller and with our independent registered public accounting firm, prior to each of our quarterly earnings announcements. The Committee met to discuss the financial information contained in the fourth quarter and full year 2015 earnings announcement prior to dissemination of that press release and it being furnished to the SEC on a Form 8-K in February 2016. The Form 10-K for the year ended December 31, 2015, was also discussed by the Committee at its February 2016 meeting prior to filing.  

·

Compensation Committee – The Compensation Committee members are Messrs. Biller, Ettinger, Grundhofer (Chair), Higgins, Levin and Zillmer (Vice Chair). The Committee met six times during 2015. The principal functions of this Committee are to: (i) review and approve or recommend to the Board, as applicable, with respect to the establishment, amendment and administration of any compensation plans, benefits plans, severance arrangements and long-term incentives for directors and any executive officers (including the CEO); (ii) review and approve our overall compensation policy and annual executive salary plan, including CEO compensation; and (iii) administer our director stock option and deferred compensation plans, executive and employee stock incentive plans, stock purchase plans, cash incentive programs and stock retention and ownership guidelines. The Committee may not delegate its primary responsibilities with respect to overseeing executive officer compensation. In accordance with the terms of our 2010 Stock Incentive Plan, the Committee has delegated to the CEO (in his capacity as a director) the authority to grant long-term incentives to employees who are not officers or directors, subject to specified thresholds and applicable law. A report by the Committee is located on page 26 of this Proxy Statement.

·

Finance Committee – The current Finance Committee members are Mses. McKibben and Vautrinot and Messrs. Biller (Chair), Chazen, Grundhofer, and Larson (Vice Chair). The Committee met six times during 2015. The principal functions of this Committee are to review and make recommendations to the Board concerning: (i) management’s financial and tax policies and standards; (ii) our financing requirements, including the evaluation of management’s proposals concerning funding to meet such requirements; (iii) share repurchases and dividends; (iv) our capital expenditure budget; (v) adequacy of insurance coverage; and (vi) our use of derivatives to limit financial risk. The Committee also evaluates specific acquisition, divestiture and capital expenditure projects from a financial standpoint and reviews the financial impact of our significant retirement plans.

·

Governance Committee – The Governance Committee members are Ms. Beck and Messrs. Casale, Higgins (Vice Chair), Johnson, Levin (Chair), MacLennan and Zillmer. The Committee met four times during 2015. Certain functions of the Governance Committee are described on pages 8 and 9 of this Proxy Statement under the heading “Director Nomination Process.” In addition, the principal functions of this Committee include: (i) lead the annual review of Board performance and effectiveness; (ii) review the Board’s organizational structure and operations (including appointing a lead director for executive sessions of non-management directors) and its relationship to senior management; (iii) review issues of senior management succession; (iv) lead the annual Chief Executive Officer performance review and oversee the evaluation process for senior management; (v) review Certificate of Incorporation, By-Law or stockholder rights plan issues or changes in fundamental corporate charter provisions; (vi) review various corporate governance matters (including any necessary modifications to the Corporate Governance Principles); (vii) review and recommend to the Board with respect to director independence determinations and review, approve or ratify reportable related-person transactions; (viii) receive reports from management with regard to relevant social responsibility issues and report to the Board as appropriate; (ix) review our Company’s efforts to achieve its affirmative action and diversity goals; (x) review director orientation, training and continuing education; (xi) review our political contributions policy as well as our corporate contributions; and (xii) undertake special projects which do not fall within the jurisdiction of other committees of the Board.

·

Safety, Health and Environment Committee – The members of the Safety, Health and Environment Committee are Mses. Beck (Vice Chair) and Reich and Messrs. Baker,  Ettinger, Larson, and Lumpkins (Chair). The Committee met four times during 2015. This Committee monitors compliance with applicable safety, health and environmental (“SHE”) laws and regulations. The principle functions of this Committee include: (i) review SHE policies, programs and practices, SHE risks, SHE statistics, pending SHE matters, security risks and industry best practices; (ii) review regulatory, environmental and health and safety trends, issues and concerns which affect or could affect Ecolab’s SHE practices; (iii) review the implementation of Ecolab’s SHE practices and related compliance with applicable policies; and (iv) review Ecolab’s Sustainability Report.

Name

Fees Earned
or Paid in
Cash(1)
($)

Stock
Awards(2)
($)

Option
Awards(3)
($)

Total
($)

Barbara J. Beck

Leslie S. Biller

Carl M. Casale

Stephen I. Chazen

Jeffrey M. Ettinger(4)

Jerry A. Grundhofer

Arthur J. Higgins

Joel W. Johnson

Michael Larson

Jerry W. Levin

Robert L. Lumpkins

David W. MacLennan(5)

Tracy B. McKibben(6)

Victoria J. Reich

Suzanne M. Vautrinot

John J. Zillmer

(1)

Represents annual retainer of $105,000 earned during 2015, plus additional fees paid to the Lead Director, the respective Chairs of Board Committees and the members of the Audit Committee; includes retainer and fees, if any, deferred at the election of directors pursuant to the 2001 Non-Employee Director Stock Option and Deferred Compensation Plan (the “2001 Plan”).  The features of the 2001 Plan are described under the heading “Proposal 3: Approval of an Amendment to the Ecolab Inc. 2001 Non-Employee Director Stock Option and Deferred Compensation Plan” of this Proxy Statement. The dollar amount of retainer and fees deferred by applicable directors during 2015 is as follows: Ms. Beck, $105,000; Mr. Chazen, $57,500; Mr. Ettinger, $68,365; Mr. Grundhofer, $125,000; Mr. Higgins, $105,000; Mr. Johnson, $125,000; Mr. Lumpkins, $130,000; and Ms. Reich, $115,000.  

(2)

Represents the crediting by the Company of $100,000 (or a pro rata portion thereof) to a deferred stock unit account under the 2001 Plan during 2015, which also represents the full grant date fair value of each stock unit award under FASB ASC Topic 718. The features of the deferred stock unit account are described under the heading “Proposal 3: Approval of an Amendment to the Ecolab Inc. 2001 Non-Employee Director Stock Option and Deferred Compensation Plan” of this Proxy Statement.

(3)

Represents the full grant date fair value of each option award, computed in accordance with FASB ASC Topic 718. The value has been determined by application of the lattice (binomial)-pricing model, based upon the terms of the option grant to directors. Director stock options granted in May 2015 to directors have a ten-year contractual exercise term and vest 25% at the end of each three-month period following the date of grant. Key assumptions include: risk-free rate of return, expected life of the option, expected stock price volatility and expected dividend yield. The specific assumptions used in the valuation of these options is summarized in the table below:

Grant Date

Risk Free Rate

Expected Life

Expected
Volatility

Expected
Dividend
Yield

05/07/2015

6.12 years

(4)

Mr. Ettinger was elected to the Board effective May 2015, and received a pro-rated portion of compensation for 2015.  

(5)

Mr. MacLennan was appointed to the Board effective December 2015, and received a pro-rated portion of compensation for 2015.

(6)

Ms. McKibben was elected to the Board effective February 2015, and received a pro-rated portion of compensation for 2015. Ms. McKibben received an initial stock option grant in May 2015 valued at $9,748 under FASB ASC Topic 718 to reflect her prorated service commencing in February, as well as her periodic stock option grant valued at $53,614.

·

An annual retainer of $105,000;

·

$100,000 annually in the form of stock units (which are described under the heading “Proposal 3: Approval of an Amendment to the Ecolab Inc. Non-Employee Director Stock Option and Deferred Compensation Plan” below); and

·

Stock options having a grant date fair value of approximately $55,000.

Director Role

Amount ($)

Lead Director

Audit Committee Chair

Compensation Committee Chair

Finance Committee Chair

Governance Committee Chair

Safety, Health and Environment Committee Chair

Audit Committee Member

A.

The director is, or has been within the last three years, an employee of the Company, or an immediate family member is, or has been within the last three years, an executive officer, of the Company.

B.

The director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service).

C.

(A) The director is a current partner or employee of a firm that is the Company’s internal or external auditor; (B) the director has an immediate family member who is a current partner of such a firm; (C) the director has an immediate family member who is a current employee of such a firm and personally works on the Company’s audit; or (D) the director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on the Company’s audit within that time.

D.

The director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee.

E.

The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues.

·

Mr. Chazen serves as Chief Executive Officer of Occidental Petroleum Corporation. During 2015, Ecolab’s sales to Occidental Petroleum and its affiliates were approximately $51 million, or less than 0.412% of Occidental Petroleum’s revenues, and Ecolab’s purchases from Occidental Petroleum and its affiliates were approximately $9 million, or less than 0.073% of Occidental Petroleum’s revenues. Ecolab believes all sales to, and purchases from, Occidental Petroleum were made in the ordinary course, at arm’s length, and at prices and on terms customarily available. Further, Ecolab believes Mr. Chazen had no personal interest in, nor received any personal benefit from, such commercial transactions.

·

Mr. Ettinger serves as Chairman of the Board and Chief Executive Officer of Hormel Foods Corporation. During 2015, Ecolab’s sales to Hormel Foods and its affiliates were approximately $9 million, or less than 0.099% of Hormel Foods’ revenues, and Ecolab’s purchases from Hormel Foods and its affiliates were approximately $600 thousand, or less than 0.007% of Hormel Foods’ revenues. Ecolab believes all sales to, and purchases from, Hormel Foods were made in the ordinary course, at arm’s length, and at prices and on terms customarily available. Further, Ecolab believes Mr. Ettinger had no personal interest in, or received any personal benefit from, such commercial transactions.

·

Mr. Casale serves as President and Chief Executive Officer of CHS, Inc. During 2015, Ecolab’s sales to CHS and its affiliates were approximately $5 million, or less than 0.016% of CHS’s revenues. Ecolab believes all sales to CHS were made in the ordinary course, at arm’s length, and at prices and on terms customarily available. Further, Ecolab believes Mr. Casale had no personal interest in, or received any personal benefit from, such commercial transactions.

·

Mr. MacLennan serves as Chairman and Chief Executive Officer of Cargill, Incorporated. During 2015, Ecolab’s sales to Cargill and its affiliates were approximately $24 million, or less than 0.02% of Cargill’s revenues, and Ecolab’s purchases from Cargill and its affiliates were approximately $6  million, or less than 0.006% of Cargill’s revenues. Ecolab believes all sales to, and purchases from, Cargill were made in the ordinary course, at arm’s length, and at prices and on terms customarily available. Further, Ecolab believes Mr. MacLennan had no personal interest in, or received any personal benefit from, such commercial transactions.

DOUGLAS M. BAKER, JR.

Years of Service: 12
Age: 57

Board Committees:

Safety, Health and Environment

of Chairman of the Board in May 2006. Mr. Baker relinquished the office of President in December 2011 upon completion of the Nalco merger. Prior to joining Ecolab in 1989, Mr. Baker was employed by The Procter & Gamble Company in various marketing and management positions.

Qualifications

Mr. Baker has more than 25 years of Ecolab marketing, sales and general management experience, including leadership roles in Ecolab’s Institutional, Europe and Kay businesses before becoming Ecolab’s Chief Operating Officer in 2002 and Chief Executive Officer in 2004. He has deep and direct knowledge of Ecolab’s businesses and operations. In addition, his experience at The Procter & Gamble Company included various marketing and management positions, including in the institutional market in which Ecolab operates. As a director of two other public companies, Mr. Baker also has extensive corporate governance experience.

Other directorships held during the past five years

Lead Director of Target Corporation and director of U.S. Bancorp.

Biography

Chairman of the Board and Chief Executive Officer of Ecolab. Director of Ecolab since 2004. Member of the Safety, Health and Environment Committee.

Since joining Ecolab in 1989, Mr. Baker has held various leadership positions within our Institutional, Europe and Kay operations. Mr. Baker was named Ecolab’s President and Chief Operating Officer in August 2002, was promoted to President and Chief Executive Officer in July 2004, and added the position

BARBARA J. BECK

Years of Service: 8
Age: 55

Board Committees:

Safety, Health and Environment

Governance

France), the Middle East and Africa. She previously served as Executive Vice President of Manpower’s U.S. and Canada business unit from 2002 to 2005. Prior to joining Manpower, Ms. Beck was an executive of Sprint, a global communications company, serving in various operating and leadership roles for 15 years.

Qualifications

Ms. Beck has extensive North American and European general management and operational experience, including as a current CEO, allowing her to contribute to Ecolab’s strategic vision particularly as it relates to Europe, the Middle East and Africa. With her Manpower knowledge of the impact of labor market trends on global and local economies combined with her knowledge of employment services, which tends to be a leading economic indicator, she provides timely insight into near-term projections of general economic activity. As an executive at Sprint, Ms. Beck obtained experience in the information technology field which is relevant to Ecolab’s development of its ERP systems as well as field automation tools.

Other directorships held during the past five years

None.

Biography

Chief Executive Officer, Learning Care Group, Inc., a leading for-profit early education/child care provider in North America. Director of Ecolab since 2008. Vice Chair of the Safety, Health and Environment Committee and member of the Governance Committee. 

Prior to joining Learning Care Group in 2011 as Chief Executive Officer, Ms. Beck spent nine years as an executive of Manpower Inc., a world leader in the employment services industry. From 2006 to 2011, Ms. Beck was President of Manpower’s EMEA operations, overseeing Europe (excluding

LESLIE S. BILLER

Years of Service: 18
Age: 68

Board Committees:

Finance

Compensation

Chairman and Chief Operating Officer of Wells Fargo & Company in October 2002. He became Chairman of Sterling Financial Corporation in 2010 and served in that capacity until its merger with Umpqua Corporation in April 2014.

Qualifications

Throughout his career in banking, including as Vice Chair and Chief Operating Officer of Wells Fargo, Mr. Biller gained extensive public company senior management and board experience. Having spent a significant part of his career in international assignments in Europe, he is familiar with operating businesses in that region, which allows him to provide advice and guidance relevant to our significant European operations. He has extensive knowledge and experience in banking, treasury and finance, which enables him to provide insight and advice on financing, treasury and enterprise risk management areas. As a chemical engineer, he is familiar with chemicals manufacturing and distribution, which allows him to relate well to our operations.

Other directorships held during the past five years

Former director of Knowledge Schools Inc., Knowledge Universe Education, and Sterling Financial Corporation.

Biography

Chief Executive Officer of Harborview Capital, a private investment and consultive company. Director of Ecolab since 1997. Chair of the Finance Committee and member of the Compensation Committee.

After holding various positions with Citicorp and Bank of America, Mr. Biller joined Norwest Corporation in 1987 as Executive Vice President in charge of strategic planning and acquisitions for Norwest Banking. He was appointed Executive Vice President in charge of South Central Community Banking in 1990. Mr. Biller served as President and Chief Operating Officer of Norwest Corporation from February 1997 until its merger with Wells Fargo & Company in November 1998. Mr. Biller retired as Vice

CARL M. CASALE

Years of Service: 2
Age: 54

Board Committees:

Audit

Governance 

sales, strategy, marketing and technology-related positions before being named Chief Financial Officer in 2009.

Qualifications

As Chief Executive Officer of CHS, Mr. Casale has experience running a large diverse organization, which includes a significant energy business. In addition to his extensive industry experience, through his more than 25-year career at CHS and Monsanto and his experience as a director of other public companies, Mr. Casale possesses knowledge and experience in finance, international operations, sales, corporate management, strategy, public company governance and board practices. Mr. Casale is also familiar with our water and energy businesses, having served as a director of Nalco Holding Company from 2009 until Ecolab’s acquisition of Nalco in 2011.

Other directorships held during the past five years

Formerly a director of Nalco Holding Company.

Biography

President and Chief Executive Officer of CHS Inc., a leading integrated agricultural company. Director of Ecolab since 2013. Member of the Audit and Governance Committees.

Mr. Casale joined CHS as President and Chief Executive Officer in 2011. Previously he spent 26 years with Monsanto Company, advancing through

STEPHEN I. CHAZEN

Years of Service: 3
Age: 69

Board Committees:

Audit

Finance

Executive Vice President and Chief Financial Officer from 1999 to 2007. Prior to joining Occidental in 1994, Mr. Chazen was a Managing Director in Corporate Finance and Mergers and Acquisitions at Merrill Lynch.

Qualifications

With more than 20 years of senior management experience with a major oil and gas company, Mr. Chazen has significant direct experience in the energy sector, one of the Company’s most significant end markets. As Chief Executive Officer of Occidental, Mr. Chazen is intimately familiar with the competitive landscape and trends within the energy sector as well as the regulatory framework. In addition to his important industry experience, through his more than 30-year career at Occidental and Merrill Lynch and his experience as a director of other public companies, Mr. Chazen possesses knowledge and experience in corporate management, strategy, mergers and acquisitions, public company governance and board practices.

Other directorships held during the past five years

Director of Occidental Petroleum Corporation.

Biography

Chief Executive Officer of Occidental Petroleum Corporation, an oil, natural gas and chemicals producer. Director of Ecolab since 2013. Member of the Audit and Finance Committees.

Mr. Chazen became President and Chief Executive Officer of Occidental Petroleum Corporation in 2011. He previously served as Occidental’s President from 2011 to 2015, as President and Chief Operating Officer from 2010 to 2011 and as President and Chief Financial Officer from 2007 to 2010. He was

JEFFREY M. ETTINGER

Years of Service: 1
Age: 57

Board Committees:

Compensation

Safety, Health and Environment

2004 to 2015, as President of Jennie-O Turkey Store, the largest subsidiary of Hormel Foods, and in various other positions including Treasurer, Product Manager for Hormel®  chili products, and corporate and senior attorney.

Qualifications

With more than 25 years of experience with Hormel Foods, a public food products company with global operations, Mr. Ettinger brings directly relevant operational experience in one of Ecolab’s major end-markets. As Chairman and Chief Executive Officer of a Fortune 500 public company with global operations, Mr. Ettinger possesses executive leadership attributes and provides relevant insight and guidance with respect to numerous issues important to Ecolab, including public company governance, mergers and acquisitions and regulatory matters.

Other directorships held during the past five years

Director of Hormel Foods Corporation and The Toro Company.

Biography

Mr. Ettinger became Chief Executive Officer of Hormel Foods Corporation in 2005. He joined Hormel Foods in 1989 and previously served as President from

JERRY A. GRUNDHOFER

Years of Service: 17
Age: 71

Board Committees:

Compensation

Finance

following a merger of Firstar Corporation and U.S. Bancorp, Mr. Grundhofer was named President and Chief Executive Officer of U.S. Bancorp and added the position of Chairman of the Board in 2003. Mr. Grundhofer retired as CEO in 2006, and as Chairman of the Board in December 2007.

Qualifications

Mr. Grundhofer has more than 40 years of leadership experience in the banking and financial services industry, including as Chairman and Chief Executive Officer of U.S. Bancorp. His senior operating experience and public company board experience give him an understanding for leading a public company and allow him to provide strategic vision to the Company. He has extensive knowledge and experience in banking, treasury and finance, which enables him to provide insight and advice on financing, treasury and enterprise risk management areas. He also possesses extensive experience with mergers and acquisitions.

Other directorships held during the past five years

Formerly Chairman of the Board of Santander Holdings USA, Inc. and its wholly-owned subsidiary Sovereign Bank. Formerly Chairman of the Board of Citibank, N.A. Formerly a director of Citigroup.

Biography

Chairman Emeritus and retired Chairman of the Board of U.S. Bancorp, a financial services holding company. Director of Ecolab since 1999. Chair of the Compensation Committee and member of the Finance Committee.

Following an extensive career in the commercial banking industry, including serving as Vice Chairman of the Board of BankAmerica Corporation, Mr. Grundhofer joined Star Banc Corporation as President and Chief Executive Officer in 1993, assuming the Chairman post later that year. In November 1998, Star Banc acquired Firstar Corporation and he assumed the position of President and Chief Executive Officer of Firstar Corporation. In 2001,

ARTHUR J. HIGGINS

Years of Service: 6
Age: 60

Board Committees:

Governance

Compensation

of Directors of the Pharmaceutical Research and Manufacturers of America (PhRMA), of the Council of the International Federation of Pharmaceutical Manufacturers and Associations (IFPMA) and President of the European Federation of Pharmaceutical Industries and Associations (EFPIA).

Qualifications

Mr. Higgins has extensive leadership experience in the global healthcare market. Through leadership positions with large healthcare developers and manufacturers in both the United States and Europe, Mr. Higgins has gained deep knowledge of the healthcare market and the strategies for developing and marketing products in this highly regulated area. This knowledge and industry background allows him to provide valuable insight to Ecolab’s growing Healthcare business, which is developing in both the U.S. and Europe. In addition, his global perspective from years of operating global businesses and his background in working with high growth companies fits well with Ecolab’s ambitions for global growth and provide him experiences from which to draw to advise the Company on strategies for sustainable growth. In his role as Chief Executive Officer of Bayer HealthCare, he gained significant exposure to enterprise risk management as well as quality and operating risk management necessary in a highly regulated industry such as healthcare.

Other directorships held during the past five years

Director of Endo International plc and Zimmer Holdings Inc. Formerly a director of Resverlogix Corp.

Biography

Consultant, Blackstone Healthcare Partners of The Blackstone Group. Director of Ecolab since 2010. Vice Chair of the Governance Committee and member of the Compensation Committee.

Mr. Higgins joined The Blackstone Group in 2010. Prior to that Mr. Higgins served as Chairman of the Board of Management of Bayer HealthCare AG, a developer and manufacturer of human and animal health products, and Chairman of the Bayer HealthCare Executive Committee. Prior to joining Bayer HealthCare in 2004, Mr. Higgins served as Chairman, President and Chief Executive Officer of Enzon Pharmaceuticals, Inc. from 2001 to 2004. Prior to joining Enzon Pharmaceuticals, Mr. Higgins spent 14 years with Abbott Laboratories, most recently as President of the Pharmaceutical Products Division from 1998 to 2001. He is a past member of the Board

MICHAEL LARSON

Years of Service: 4
Age: 56

Board Committees:

Finance

Safety, Health and Environment

Gates’ non-Microsoft investments as well as the investment assets of the Bill & Melinda Gates Foundation Trust. Previously, Mr. Larson was at Harris Investment Management, Putnam Management Company and ARCO.

Qualifications

With more than 30 years of portfolio management experience, Mr. Larson has deep investment expertise and broad understanding of the capital markets, business cycles and capital efficiency and allocation practices. He also has served on several other public company boards providing him relevant corporate governance experience. In addition, as a professional investor and as the investment officer of the Company’s largest shareholder, Mr. Larson brings a long-term shareholder perspective to the Board.

Other directorships held during the past five years

Director of AutoNation, Inc., Republic Services, Inc. and Fomento Mexicano Economico, S.A.B. de C.V. In addition, he is Chairman of the Board of Trustees of two funds within the Western Asset Management fund complex. Formerly a director of Grupo Televisa, S.A.B.

Biography

Chief investment officer to William H. Gates III. Director of Ecolab since 2012. Vice Chair of the Finance Committee and member of the Safety, Health and Environment Committee.

Mr. Larson has been chief investment officer for Mr. Gates and the Business Manager of Cascade Investment, L.L.C., since 1994. He is responsible for Mr.

JERRY W. LEVIN

Years of Service: 23
Age: 71

Board Committees:

Governance

Compensation

(formerly known as Sunbeam Corporation) from 1998 to 2005. He joined the Board of Sharper Image in July 2006, and served as interim CEO from September 2006 to April 2007. He became Chairman and Chief Executive Officer of Wilton Brands in 2009 and Chairman from March 2014 to February 2015.

Qualifications

Mr. Levin has more than 30 years of public company operating experience, including as Chairman and/or Chief Executive Officer of Coleman, Revlon and American Household, and has served on numerous public company boards. In addition to his experience leading companies, he has a background and expertise in mergers and acquisitions, which allows him to provide the company guidance and counsel for its acquisition program. He has experience in operating companies in diverse industries, giving him a unique perspective to provide advice to the Company regarding its many operating units. In addition, with over 20 years on Ecolab’s Board, Mr. Levin is our longest serving director and has developed a deep knowledge of our business. His long history with the Company, combined with his leadership skills and operating experience, makes him particularly well-suited to be our Lead Director.

Other directorships held during the past five years

Formally a director of Lorillard, Inc., Saks Incorporated and U.S. Bancorp.

Biography

Chairman of JW Levin Management Partners LLC, a private investment and advisory firm. Director of Ecolab since 1992. Lead Director, Chair of the Governance Committee and member of the Compensation Committee.

Mr. Levin served in a number of senior executive positions with The Pillsbury Company from 1974 through 1989. In 1989, he joined MacAndrews & Forbes Holdings, Inc., which controlled Revlon, Inc. and The Coleman Company, among other companies. From 1989 through 1997, Mr. Levin served in various capacities at the Coleman Company, Inc., Revlon, Inc., Revlon Consumer Products Corporation and the Cosmetic Center, Inc., including as Chairman and/or Chief Executive Officer. Mr. Levin served as Chairman and Chief Executive Officer of American Household, Inc. 

DAVID W. MACLENNAN

Years of Service: 1
Age: 56

Board Committees:

Audit

Governance

He has been Cargill’s Chief Executive Officer since 2013, and he held the offices of Chief Operating Officer and President from 2011 until his appointment as Chief Executive Officer. Prior to these roles, Mr. MacLennan held several positions with Cargill, including Chief Financial Officer, President of Cargill Energy and Managing Director of the Value Investment Group. He has also held various management positions with US Bancorp Piper Jaffray and Goldberg Securities.

Qualifications

With more than 24 years of leadership experience at Cargill, Mr. MacLennan has developed significant leadership and strategic planning skills, as well as extensive knowledge and insight in corporate governance, risk management, financial management and global business practices.

Other directorships held during the past five years

Formerly a director and Governance Committee chair of C.H. Robinson Worldwide, Inc.

Biography

Chairman and Chief Executive Officer of Cargill, Incorporated. Director of Ecolab since 2015. Member of the Audit and Governance Committees.

In September 2015, Mr. MacLennan became Chairman of the Board of Cargill, Incorporated, a privately held company and world-leading producer and marketer of food, agricultural, financial, and industrial products and services.

TRACY B. MCKIBBEN

Years of Service: 1
Age: 46

Board Committees:

Audit

Finance

Director of European Economic Affairs and EU Relations and as Acting Senior Director for European Affairs. Before joining the National Security Council, she served various senior advisory roles in the U.S. Department of Commerce from March 2001 to July 2003.

Qualifications

Ms. McKibben has more than 15 years of experience in the energy sector, with a focus on alternative energy, water and infrastructure. In this role and in her prior role at Citigroup, Ms. McKibben developed considerable strategic and financial experience advising energy companies and multinational corporations on strategic investments, M&A, and energy policy. In addition to her experience in the energy and financial sectors, Ms. McKibben has gained extensive public sector and international experience working at the U.S. Department of Commerce and within the National Security Council at The White House where she advised the President of the United States, Cabinet Secretaries and other senior officials on political, security, commercial and international trade issues.

Other directorships held during the past five years

Director of Imation Corporation. Formerly a director of ROI Acquisition Corp. II.

Biography

Founder and President of MAC Energy Advisors, LLC, a consulting company that assists clients on investments and strategic opportunities across a global platform. Director of Ecolab since 2015. Member of the Audit and Finance Committees.

Ms. McKibben has been the President of MAC Energy Advisors since its founding in 2010. From September 2007 to August 2009, she served as Managing Director and Head of Environmental Banking Strategy at Citigroup Global Markets. Prior to joining Citigroup, Ms. McKibben served in the National Security Council at the White House from July 2003 to August 2007 as 

VICTORIA J. REICH

Years of Service: 6
Age: 58

Board Committees:

Audit

Safety, Health and Environment

Brunswick European Group, and previously as Senior Vice President and Chief Financial Officer. Before joining Brunswick, Ms. Reich was employed for 17 years at General Electric Company in various financial management positions.

Qualifications

As a former Chief Financial Officer of a public company, Ms. Reich possesses relevant financial leadership experience with respect to all financial management disciplines relevant to the Company, including public reporting, strategic planning, treasury, IT and financial analysis. Her financial management background at Essendant, Brunswick and General Electric, combined with her experience in European general management at Brunswick, enables her to provide strategic input as well as financial discipline. Essendant operates a cleaning supplies distribution business which provided Ms. Reich familiarity with the institutional market, one of our largest end-markets.

Other directorships held during the past five years

Director of H&R Block, Inc. and Ingredion Incorporated.

Biography

Former Senior Vice President and Chief Financial Officer of Essendant Inc. (formerly United Stationers Inc.), a broad line wholesale distributor of business products. Director of Ecolab since 2009. Vice Chair of the Audit Committee and member of the Safety, Health and Environment Committee.

From 2007 to 2011 Ms. Reich was Senior Vice President and Chief Financial Officer of Essendant  Inc. Prior to joining Essendant, Ms. Reich spent ten years as an executive with Brunswick Corporation, last serving as President - 

SUZANNE M. VAUTRINOT

Years of Service:  2
Age: 56

Board Committees:

Audit

Finance

Air Forces Cyber, where she was responsible for, among other things, cyber defense operations. Prior to that, General Vautrinot was the Director of Plans and Policy, U.S. Cyber Command and the Special Assistant to the Vice Chief of Staff of the U.S. Air Force. On multiple occasions, she was selected by military leaders and White House officials to spearhead high-profile engagements. As a result, she received a number of prestigious awards, including the Symantec Cyber Award, Women in Aerospace Leadership Award, Air Force Association’s Aerospace Citation of Honor and the Presidential Award for Training. During her career, she has also been awarded numerous medals and commendations, including the Distinguished Service Medal.

Qualifications

General Vautrinot brings a unique perspective to the Board with her 31-year military career. Having led large and complex organizations she provides insights into the challenges the company faces as a large global organization. As an expert in cyber security, she can advise the company on appropriate protections for its networks. In addition, she has significant experience in strategic planning, organizational design and change management, which allows her to provide advice and insight to the Company as its business grows and develops.

Other directorships held during the past five years

Director of Symantec Corporation and Wells Fargo & Company.

Biography

President, Kilovolt Consulting Inc. Retired Major General of the U.S. Air Force. Director of Ecolab since 2014. Member of the Audit and Finance Committees.

General Vautrinot retired from the Air Force in 2013. During her 31-year career in the Air Force, she served in various assignments, including cyber operations, plans and policy, strategic security, space operations and staff work. General Vautrinot commanded at the squadron, group, wing and numbered Air Force levels, as well as the Air Force Recruiting Service. She has served on the Joint Staff, the staffs at major command headquarters and Air Force headquarters. From 2011 to 2013, she was Commander, 24th Air Force and Commander,

JOHN J. ZILLMER

Years of Service: 10
Age: 60

Board Committees:

Compensation

Governance

industry, most recently as Executive Vice President of ARAMARK Corporation, a provider of food, uniform and support services. During his eighteen-year career with ARAMARK, Mr. Zillmer served as President of ARAMARK’s Business Services division, the International division and the Food and Support Services group. Prior to joining ARAMARK, Mr. Zillmer was employed by Szabo Food Services until Szabo was acquired by ARAMARK in 1986.

Qualifications

As the former Chief Executive Officer of Univar and previously Allied Waste, Mr. Zillmer has experience leading both public and large private companies. With Univar, he became intimately familiar with the chemical market, including with respect to chemicals that Ecolab uses to manufacture its products. He also has extensive knowledge of the environmental aspects of chemicals manufacturing and distribution. His experience leading various ARAMARK operations has given him deep knowledge of the institutional market, particularly the contract catering segment, which is a large market for the Company. His roles on the boards of Reynolds American, Allied Waste and United Stationers have provided him with significant public company board experience.

Other directorships held during the past five years

Director of Reynolds American Inc., Veritiv Corp. and Performance Food Group Company.

Biography

Retired President and Chief Executive Officer of Univar Inc., a global distributor of industrial chemicals and related specialty services. Director of Ecolab since 2006. Vice Chair of the Compensation Committee and member of the Governance Committee.

Mr. Zillmer joined Univar in 2009 as President and Chief Executive Officer. In 2012, he stepped down as President and CEO and became Executive Chairman until December 2012 when he retired from Univar. Prior to joining Univar, Mr. Zillmer served as Chairman and Chief Executive Officer of Allied Waste Industries, a solid waste management business, from 2005 until the merger of Allied Waste with Republic Services, Inc. in December 2008. Before Allied Waste, Mr. Zillmer spent 30 years in the managed services

Dated: February 25, 2016

Leslie S. Biller

Arthur J. Higgins

Jeffrey M. Ettinger

Jerry W. Levin

Jerry A. Grundhofer

John J. Zillmer

Douglas M. Baker, Jr.

Chairman of the Board and Chief Executive Officer

Daniel J. Schmechel

Chief Financial Officer

Thomas W. Handley

President and Chief Operating Officer

Michael A. Hickey

Executive Vice President and President – Global Institutional

Christophe Beck

Executive Vice President and President – Global Water and Process Services

Compensation Element

2015 NEO Compensation Action

Base salaries

•

With respect to NEOs who were employed by us in 2014 and 2015, base salaries increased between 3.3% and 5.1% and on average 4.2% versus 2014 excluding promotions

Annual cash incentives

•

Annual cash incentive bonus payouts were between 0% and 116% of target, and averaged 50% of target

•

Annual cash incentive bonus payout for our CEO was at 0% of target

Long-term incentives

•

Long-term equity incentive awards, consisting of stock options and performance-based restricted stock units (“PBRSUs”), were granted in the same proportion as prior years and were within the median range of our size-adjusted competitive market for each NEO

•

For the 2013 to 2015 PBRSU grant cycle, average award payouts were at 100% of target award opportunities